ABT Fair Treatment of Shareholder Nominees is an update of my (James McRitchie) effort in the recent proxy season to address the growth of abusive advance notice bylaws aimed at disadvantaging shareholder nominees under universal proxy rules. (see Procter & Gamble Fair Elections and Procter & Gamble 2023: Our Proxy Votes, which won 43% of […]
Many were not surprised when the SEC, under Trump appointees, made it more difficult for retail shareholders to submit proposals. Read about our ongoing efforts to overturn that roadblock at Restore Shareholder Proposal Rights. However, most will be surprised that Broadridge Financial Solutions filed a no-action request that could end meaningful proxy voting at meetings, […]
ICCR Proxy Resolutions and Voting Guide now includes all proposals filed so far for the 2022 season by Corporate Governance. I could not be more delighted, since this is the group that is most responsible for inspiring my own work! ICCR has published its Guide every year since 1974. The 2022 Guide discusses 436 resolutions filed by […]
Accountable may be an exception. Not many books on capitalism and corporate governance have the potential to spread like a meme. O’Leary and Valdamanis have a rare talent for using memorable terms like the Two-Buffett Paradox, Fiduciary Absolutism, and Milgram-Nixon Syndrome. Buy it on Amazon and I might get a few cents for the referral. I […]
Reform No-Action Process Reform no-action process. That was the call of a recent letter by the Shareholder Rights Group to John Coates in his new role as Acting Director of the SEC’s Division of Corporation Finance. The letter is posted below. Some formatting changes were made and I added links to put our request to reform […]
Shareholder-Driven Stakeholderism (U of Chicago) by Cathy Hwang and Yaron Nili argues the Business Roundtable Statement of the Purpose of a Corporation should be seen as another way to entrench management, instead of disarming greedy profit-driven shareholders. Analysis of data, drawn from companies in the S&P 1500, found shareholders, not management, “have been the driving force behind […]
File No. S7-23-19 would set draconian requirements to submit and to resubmit shareholder proposals based on the desire of entrenched managements and boards to thwart accountability and to create democratic-free zones around corporate governance.
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
Drugs are being priced out of reach. The new web platform, Shareholder Democracy, will enable millions of Americans to “vote” on pending 2019 shareholder resolutions at six pharmaceutical companies. Shareholder Democracy Network and its drug-pricing ballot for stakeholders will be launched during a phone-based news conference at 1 p.m. ET/10 a.m. PT on Tuesday (February […]
Netflix Approach to Governance: Genuine Transparency with the Board (download) by David F. Larcker and Brian Tayan takes a look at one aspect of corporate governance at Netflix and finds “a radically different approach to information sharing” by management with the Board. Shareholders are largely left out of the equation. Netflix Approach to Governance: Management Netflix Approach […]
Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgi, Penn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York […]
Peter Georgescu’s Capitalists Arise!: End Economic Inequality, Grow the Middle Class, Heal the Nation correctly identifies short-termism and a focus on stock price as a problem contributing to growing wealth inequality. His solutions depend on enlightened managers and boards to transform how America does business by taking all stakeholders into account, not just shareholders. I say, don’t […]
Concerned Shareholders of Reeds: Formed The Concerned Shareholders of Reeds, Inc., led by Edwin R. Lozano, today announced the formation of a committee to rescue Reeds, Inc. The committee delivered an open letter to Reeds Founder/CEO/Chairman and the Reeds Board of Directors expressing significant concerns with the company’s poor financial performance, problematic corporate Governance practices and […]
Directors Forum 2016 is a ‘must’ in an increasingly complex and volatile environment with expanding investor and stakeholder activism, geo-political unrest and 24/7 political campaigning, boards and management facing unprecedented demands. “Directors Forum 2016: Directors, Management & Shareholders in Dialogue,” hosted by Corporate Directors Forum on January 24-26, 2016, provides a forum for three constituencies […]
You are invited you to join us for the 2015 Millstein Governance Forum. This year’s Forum, the 10th annual hosted by the Millstein Center, will focus on The Board-Centric Model in the Array of Shareholders and will take place on Thursday, December 10, 2015 at Columbia University in New York. (more…)
I don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few […]
Now that proxy season is finally winding down, I had a few minutes to take a quick glance at recent research reported on SSRN. Below I am simply including a few citations and abstracts of studies I might find useful in my own activities as a shareholder advocate in the US. I’m sure I included some […]
Those of us involved in corporate governance issues for a living enjoy talking shop with others in the field. One reason, I suspect, it that it’s so damned difficult to explain corporate governance norms to people on the outside. “You mean CEOs pretty well select the very board members who set those CEOs’ pay and […]
The Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups. Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the […]
The July 2014 edition of Corporate Governance: An International Review contains four research papers, all dealing with firms outside the US and UK, which usually get most of the attention. Still, insights from these studies could help efforts around the globe, including the US and UK. Monitoring in Japan (more…)
Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. I wasn’t happy with the Deal Professor’s criticisms of my shareowner activism in his August 19th NYTimes article, Grappling With the Cost of Corporate Gadflies. He also criticizes John Chevedden and William Steiner. I stewed for days […]
Below is an email I sent to Pensions & Investments (P&I) editorial chief Barry Burr praising their editorial enhancing fiduciary duty and opining on how it may speed the arrival of the time when retail investors will vote their values with the simple push of a button or two on their cell phones. I will follow […]
EMC Corporation $EMC is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/22/2014. I voted with management 13% of the time. View EMC’s Proxy Statement, which is user friendly. (more…)
CorpGov.net publisher, James McRitchie presents proposal #5 for the 2014 annual meeting of shareowners, which requests the Board of The Coca-Cola Company move prospectively to an independent board chair. To see how I voted on the rest of the issues, click on The Coca-Cola Company (KO): How I Voted – Proxy Score 63 – Things Go […]
BlackRock (NYSE:BLK) and the National Association of Corporate Directors (NACD) have issued a call for papers that address global governance challenges. Academics and governance practitioners are invited to submit original papers focused on emerging issues and opportunities likely to impact boardrooms and/or shareholders over the next decade. (more…)
Guest Post: Miguel Carrasco – Managing Director and proxy solicitation consultant at Proxycensus Ltd specializing in issues relating to information transmittal, social media technology in IR and the technicalities of the cross border voting process. He is also a member of the ICGN, ECGI, CoF and the Investor Relations Society. (more…)
CorpGov.net publisher/shareowner activist, James McRitchie in the news. Shareholders push for more say over board members (WSJ’s MarketWatch), on proxy access proposals at Bank of America, Citigroup and Goldman Sachs. Sued again for daring to file proxy proposals, EMC sues shareholder activists over bid to separate CEO, chairman roles (Boston Business Journal). They lost their ‘no-action’ request […]
The UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of […]
Don’t miss the following great reads: Eleanor Bloxham, CEO of The Value Alliance Activist shareholders’ top priorities for 2014. A must read for directors and shareowners alike. Here’s the first paragraph. Many of us free ride on actions taken by active, long-term shareholders. These unsung heroes goad managers and boards to reach better decisions, make available […]
One way to use Sharegate is to announce your proxy votes. Far too many retail shareowners just trash their proxies instead of using them. A common misconception is that shareowners should take the Wall Street Walk and sell if they are displeased with any aspect of a company they own. That is like saying you should […]
I have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my […]
Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream both delights and informs as only Robert A.G. Monks can. No one else writes so well about topics like “How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine” and those in the current volume because no one else has been as engaged […]
Corporate Governance was founded in 1995 and we have never run a contest… until now. Announcing the Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Our first nomination came from John Chevedden for FirstEnergy (NYSE:FE). According to the $17 billion company: […]
Tomorrow’s Corporation that We Need Today: Getting there from here. David Langstaff, president and CEO of TASC Inc., discusses why understanding the purpose of the corporation is so important and suggests next steps. March 7, 2013. (more…)
I’m not endorsing their activities, I’m just passing on a press release from creative groups whose tactics are much more unconventional than mine. I think of them like The Onion, but with more of a social message… although I’m not very familiar with their work. I searched the term “shareholders” on Actipedia.org and came up with […]